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SEC Adopts Amendments to Tender Offer “Best Price Rule”

Law360 (November 16, 2006, 12:00 AM EST) -- The U.S. Securities and Exchange Commission recently amended the tender offer rules to clarify that the “best price rule,” which requires that all tendering security holders be paid the same consideration in a tender offer, applies only to the consideration offered and paid for tendered securities, and does not apply to employment compensation, severance or other employee benefit arrangements entered into with the subject company’s security holders in connection with a tender offer.

The amendments also provide a specific but nonexclusive safe harbor for compensatory arrangements...
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